ex4_106.htm


     

    Exhibit 4.106

    
 

    


    

    7 Curzon
Street

    London
W1J 5HG, England

    


    


    December
9, 2009

    


    To:           Thomas
G. Lynch

    Alan Cooke

    Tom Maher

    


    


    Re: Certain Registration
Rights Matters

    


    Gentlemen:

    


    Reference is made to the Securities
Purchase Agreement, dated as of October 12, 2009, among Amarin Corporation plc
(the “Company”)
and the purchasers set forth on Exhibit A thereto (the “SPA”).  Undefined
capitalized terms used herein have the meanings ascribed thereto in the
SPA.

    


    In connection with the Ordinary Shares
issuable upon exercise of the warrants (i) granted to Thomas Lynch pursuant to
resolutions adopted by the Board of Directors of the Company on October 16,
2009, (ii) granted to Alan Cooke pursuant to the Compromise Agreement dated
October 16, 2009 between him and the Company and (iii) granted to Tom Maher
pursuant to the Compromise Agreement dated December 9, 2009 between him and the
Company (such Ordinary Shares, the “Specified Shares”),
an amendment to the SPA (the “Amendment”) has been
adopted to permit the Specified Shares to be included in the Registration
Statement.  Accordingly, upon your execution of this letter, the
following provisions will become effective:

    


    1.  The “Specified Shares”
will become “Registrable Securities” and you will have registration rights with
respect to the resale of your Registrable Securities on the terms herein
provided.

    


    2.   Each of you will
become bound, for the Company’s benefit, by the provisions of Article VI
(exclusive of Section 6.3) of the SPA as a Holder of Registerable Securities as
if such provisions were set forth in full herein.

    


    3.  The Company will become
bound by the provisions of Article VI (exclusive of Section 6.3) of the SPA for
the benefit of each of you as a Holder of Registerable as if such provisions
were set forth in full herein (it being agreed, however, that in the case of
Section 6.11, your rights to piggy back on any registration statement other than
the Registration Statement will be subordinate to the piggy back rights of the
Holders, the Lead Investors and the purchasers under the 2008 Directors
SPA).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    4.  Paragraph 2 of the letter
agreement between the Company and Mr. Lynch dated October 16, 2009 granting Mr.
Lynch registration rights will be deleted.

    


    5.  Paragraph 3.3 of the
Compromise Agreement between the Company and Mr. Cooke dated October 16, 2009
granting Mr. Cooke registration rights will be deleted.

    


    6.  Paragraph 3.3 of the
Compromise Agreement between the Company and Mr. Maher dated December 9, 2009
granting Mr. Maker registration rights will be deleted.

    


    [Signature
page follows.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the parties have executed this letter as of the date first
above written.

     

    
      	
               

               

              AMARIN
      CORPORATION PLC

               

               

              By:  /s/ Conor Dalton      

              Name:   Conor
      Dalton

              Title:      Vice
      Presdient Finance and

                            
      Principal Accounting Officer

               

               

               

              ACCEPTED
      AND AGREED AS OF

              THE
      DATE FIRST ABOVE WRITTEN

               

               

               

               

              /s/ Thomas G. Lynch      

              Thomas
      G. Lynch

               

               

               

               

              /s/
      Alan Cooke         

              Alan
      Cooke

               

               

               

               

              /s/
      Tom Maher           

              Tom
      Maher